COTY INC. — Director's Dealing 2013

Jun 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COTY INC. (COTY)
CIK: 0001024305
Period of Report: 2013-06-18

Reporting Person: JAB Holdings II B.V. (10% Owner)
Reporting Person: Donata Holding SE (10% Owner)
Reporting Person: Parentes Holding SE (10% Owner)
Reporting Person: JAB Holdings B.V. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-18	Class A common stock	C	43555901	—	Acquired	43555901	Direct
2013-06-18	Class A common stock	C	43555901	$16.8875	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-18	Class B common stock	$	C	43555901	Disposed		Class A common stock (43555901)	Direct
2013-06-18	Obligation to Sell	$16.8875	C	43555901	Disposed		Class A common stock (43555901)	Direct

Footnotes

F1: This Statement is being filed by JAB Holdings II B.V. ("JAB II"), JAB Holdings B.V. ("JAB"), Parentes Holding SE ("Parentes") and Donata Holding SE ("Donata" and, together with JAB II, JAB and Parentes, the "Reporting Persons"). JAB II is an indirect subsidiary of each of Parentes and Donata. JAB is an indirect subsidiary of Parentes and a direct stockholder of JAB II. Other intervening subsidiaries are Donata Holdings B.V., Joh. A. Benckiser s.a r.l., and JAB Investments s.a r.l. JAB, Donata and Parentes are indirect beneficial owners of the reported securities, and each disclaims a pecuniary interest in the reported securities except to the extent of its interest therein. The address of Donata and Parentes is: Rooseveltplatz 4-5 / Top 10, A-1090 Vienna, Austria. JAB's address is the same as JAB II's.

F2: Class B Common Stock is convertible to Class A common stock at any time on a one-for-one basis and has no expiration date. The Class B shares converted to Class A shares upon being transferred pursuant to settlement of an underwriting agreement dated June 12, 2013.

F3: Pursuant to an underwriting agreement dated June 12, 2013, JAB II was obligated to sell 43,555,901 shares of Class A common stock to the underwriters party to such agreement. The underwriting agreement did not specify a specific expiration date upon which the underwriters' right to purchase the shares terminated. The Class B shares converted to Class A shares upon being transferred pursuant to settlement of the underwriting agreement.